xfone8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 4, 2008 (November 4,
2008)
XFONE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
Commission
File No. 001-32521
11-3618510
(I.R.S.
Employer Identification Number)
5307
W. Loop 289
Lubbock,
Texas 79414
(Address
of principal executive offices) (Zip Code)
806-771-5212
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
Item
7.01. Regulation FD Disclosure
On
November 4, 2008, Xfone, Inc. (“Xfone” or the “Company”) filed a public
prospectus (the “Prospectus”) with the Israel Securities Authority (the “ISA”)
and the Tel Aviv Stock Exchange (the “TASE”) for listing of the Company’s bonds
(Series A) (the “Bonds”) for trading on the TASE. The Company issued
the Bonds in the aggregate principal amount of NIS 100,382,100 (approximately
$25,562,032, based on the exchange rate as of December 13, 2007) on
December 13, 2007 in a private placement to institutional investors in Israel
(the "Private Placement").
Within
the framework of the Private Placement, the Company committed, among other
things, to take all actions that are reasonably required to list the Bonds for
trading on the TASE no later than 12 months from the date of issuance, in order
to lift the restrictions on resale under Section 15c of the Israeli Securities
Law 5728-1968. As previously disclosed, the Bonds currently bear interest at an
annual rate of 9%. Beginning on the date that the Bonds are listed for trading
and commence trading on the TASE, the interest rate payable for the unpaid
balance of the Bonds will be reduced by 1%, to 8% per annum. The
Bonds are expected to be listed and commence trading on the TASE on or about
November 11, 2008.
As
previously disclosed on Form 8-K filed October 28, 2008, on October 27, 2008,
the Company amended and restated the Indenture dated December 13, 2007 which it
had entered into with Ziv Haft Trusts Company Ltd. as trustee, in connection
with the issuance of the Bonds (the “Amendment”). The Amendment was required in
accordance with the instructions and directives of the TASE and/or the ISA for
the purpose of the listing of the Bonds on the TASE.
Additionally,
on November 2, 2008, the Company entered into an Underwriting Agreement with
Excellence Nessuah Underwriting (1993) Ltd. and The First International &
Co. - Underwriting and Investments Ltd. (the "Pricing Underwriters"), which,
together, managed the Private Placement and acted as Pricing Underwriters in
connection with the publication of the Prospectus and the listing of the Bonds
on the TASE. A copy of the Underwriting Agreement is attached as Exhibit 10.129
to this Current Report on Form 8-K. In connection with the services rendered by
the Pricing Underwriters to the Company, the Company has paid the Pricing
Underwriters a fee equal to 3% of the proceeds of the Private Placement,
pursuant to a December 12, 2007 agreement previously disclosed on Form 8-K filed
December 14, 2007.
This
Current Report on Form 8-K is neither an offer to sell nor a solicitation of an
offer to buy any of the Company’s securities in any jurisdiction to any person
in the United States, or in any jurisdiction to any person where such offer or
solicitation is not permitted.
Item 9.01 Financial Statements and
Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
|
Exhibit No.
|
Description
|
|
10.129
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Xfone,
Inc.
|
|
| |
|
|
|
|
|
By:
|
/s/ Guy
Nissenson |
|
| |
|
Guy
Nissenson |
|
| |
|
President,
Chief Executive Officer and Director
|
|
| |
|
|
|
INDEX
TO EXHIBITS
|
Exhibit No.
|
Description
|
|
10.129
|
|